REPUBLIC V.

MANALO legal capacity to enter into contracts and civil relations, inclusing
marriages."
Respondent Marelyn Tanedo Manalo (Manalo) filed a petition for
cancellation of Entry of marriage in the Civil Registry of San Juan , Metro CA overturned the RTC decision. It held that Article 26 of the Family Code
Manila, by virtueof a judgment of divorce Japanese court. of the Philippines (Family Code) is applicable even if it was Manalo who
filed for divorce against her Japanese husband because the decree may
petitioner is previously married in the Philippines to a Japanese national obtained makes the latter no longer married to the former, capacitating
named YOSHINO MINORO him to remarry. Conformably with Navarro, et al. V. Exec. Secretary Ermita,
et al.7 ruling that the meaning of the law should be based on the intent of
That recently, a case for divorce was filed by herein [petitioner] in Japan the lawmakers and in view of the legislative intent behind Article 26, it
and after die proceedings, a divorce decree dated December 6, 2011 was would be height of injustice to consider Manalo as still married to the
rendered by the Japanese Court Japanese national, who, in turn, is no longer married to her.
That there is an imperative need to have the entry of marriage in Civil
Registry of San Juan, Metro Manila cancelled, where the petitioner and the
former Japanese husband's marriage was previously registered, in order Divorce, the legal dissolution of a lawful union for a cause arising after the
that it would not appear anymore that petitioner is still married to the said marriage, are of two types: (1) absolute divorce or a vinculo
Japanese national who is no longer her husband or is no longer married to matrimonii, which terminates the marriage, and (2) limited divorce or a
her, she shall not be bothered and disturbed by aid entry of marriage mensa et thoro, which suspends it and leaves the bond in full force. 9 In this
jurisdiction, the following rules exist:
That this petition is filed principally for the purpose of causing the
cancellation of entry of the marriage between the petitioner and the said 1. Philippine law does not provide for absolute divorce; hence, our
Japanese national, pursuant to Rule 108 of the Revised Rules of Court, courts cannot grant it.10
which marriage was already dissolved by virtue of the aforesaid divorce
decree 2. Consistent with Articles 1511 and 1712 of the New Civil Code, the
marital bond between two Filipinos cannot be dissolved even by
an absolute divorce obtained abroad.13
Trial court denied the petition for lack of merit. In ruling that the divorce
obtained by Manalo in Japan should not be recognized, it opined that, 3. An absolute divorce obtained abroad by a couple, who both
based on Article 15 of the New Civil Code, the Philippine law "does not aliens, may be recognized in the Philippines, provided it is
afford Filipinos the right to file for a divorce whether they are in the consistent with their respective national laws.14
country or living abroad, if they are married to Filipinos or to foreigners, or
if they celebrated their marriage in the Philippines or in another country" 4. In mixed marriages involving a Filipino and a foreigner, the
and that unless Filipinos "are naturalized as citizens of another country, former is allowed to contract a subsequent marriage in case the
absolute divorce is validly obtained abroad by the alien spouse
Philippine laws shall have control over issues related to Filipinos' family
capacitating him or her to remarry.
rights and duties, together with the determination of their condition and
 severed by operations of their alien spouses are severed by operation on
the latter's national law.
Paragraph 2 of Article 26 confers jurisdiction on Philippine courts to extend
the effect of a foreign divorce decree to a Filipino spouse without Since the divorce was raised by Manalo, the burden of proving the
undergoing trial to determine the validity of the dissolution of the pertinent Japanese law validating it, as well as her former husband's
marriage.20 It authorizes our courts to adopt the effects of a foreign capacity to remarry, fall squarely upon her. Japanese laws on persons and
divorce decree precisely because the Philippines does not allow family relations are not among those matters that Filipino judges are
divorce.21 Philippine courts cannot try the case on the merits because it is supposed to know by reason of their judicial function.
tantamount to trying a divorce case.22Under the principles of comity, our
jurisdiction recognizes a valid divorce obtained by the spouse of foreign
nationality, but the legal effects thereof, e.g., on custody, care and support GRACE GARCIA-RECIO v. REDERICK RECIO
of the children or property relations of the spouses, must still be
determined by our courts. Rederick A. Recio, a Filipino, was married to Editha Samson, an Australian
citizen, in Malabon, Rizal, on March 1, 1987. On May 18, 1989,5 a decree of
divorce, purportedly dissolving the marriage, was issued by an Australian
family court.
Issue: a Filipino citizen has the capacity to remarry under Philippine law
after initiating a divorce proceeding abroad and obtaining a favorable On June 26, 1992, respondent became an Australian citizen
judgment against his or her alien spouse who is capacitated to remarry.
Petitioner – a Filipina – and respondent were married on January 12, 1994
Paragraph 2 of Artilce 26 speaksof "a divorce x x x validly obtained abroad in Our Lady of Perpetual Help Church in Cabanatuan City.
by the alien spouse capacitating him or her to remarry." Based on a clear
and plain reading of the provision, it only requires that there be a divorce On March 3, 1998, petitioner filed a Complaint for Declaration of Nullity of
validly obtained abroad. The letter of the law does not demand that the Marriage10 in the court a quo, on the ground of bigamy – respondent
alien spouse should be the one who initiated the proceeding wherein the allegedly had a prior subsisting marriage at the time he married her on
divorce decree was granted. It does not distinguish whether the Filipino January 12, 1994.
spouse is the petitioner or the respondent in the foreign divorce
n his Answer, respondent e contended that his first marriage to an
proceeding.
Australian citizen had been validly dissolved by a divorce decree obtained
To reiterate, the purpose of Paragraph 2 of Article 26 is to avoid the absurd in Australian in 1989;12 thus, he was legally capacitated to marry petitioner
situation where the Filipino spouse remains married to the alien spouse in 1994
who, after a foreign divorce decree that is effective in the country where it
hile the suit for the declaration of nullity was pending – respondent was
was rendered, is no longer married to the Filipino spouse.
able to secure a divorce decree from a family court in Sydney, Australia
it is extended as a means to recognize the residual effect of the foreign
divorce decree on a Filipinos whose marital ties to their alien spouses are
The trial court declared the marriage dissolved on the ground that the basis for the ruling of the trial court, which erroneously assumed that the
divorce issued in Australia was valid and recognized in the Philippines. It Australian divorce ipso facto restored respondent's capacity to remarry
deemed the marriage ended, but not on the basis of any defect in an despite the paucity of evidence on this matter.
essential element of the marriage; that is, respondent's alleged lack of
Based on the above records, we cannot conclude that respondent, who
legal capacity to remarry. Rather, it based its Decision on the divorce
was then a naturalized Australian citizen, was legally capacitated to marry
decree obtained by respondent. The Australian divorce had ended the
petitioner on January 12, 1994. We agree with petitioner's contention that
marriage; thus, there was no more martial union to nullify or annual.
the court a quo erred in finding that the divorce decree ipso facto clothed
respondent with the legal capacity to remarry without requiring him to
adduce sufficient evidence to show the Australian personal law governing
ISSUES:
his status; or at the very least, to prove his legal capacity to contract the
(1) whether the divorce between respondent and Editha Samson was second marriage.
proven, and (2) whether respondent was proven to be legally
capacitated to marry petitioner.
PASTOR B. TENCHAVEZ, plaintiff-appellant,
HELD:
vs.
Compliance with the quoted articles (11, 13 and 52) of the Family Code is VICENTA F. ESCAÑO, ET AL., defendants-appellees.
not necessary; respondent was no longer bound by Philippine personal
Vicenta escano married Pastor Tenchavez, without the knowledge of her
laws after he acquired Australian citizenship in 1992. 39 Naturalization is the
parents before a Catholic Chaplain, Lavares.
legal act of adopting an alien and clothing him with the political and civil
rights belonging to a citizen.40 Naturalized citizens, freed from the Escaño spouses sought priestly advice. Father Reynes suggested a
protective cloak of their former states, don the attires of their adoptive recelebration to validate what he believed to be an invalid marriage, from
countries. By becoming an Australian, respondent severed his allegiance to the standpoint of the Church, due to the lack of authority from the
the Philippines and the vinculum juris that had tied him to Philippine Archbishop or the parish priest for the officiating chaplain to celebrate the
personal laws marriage. The recelebration did not take place

Even after the divorce becomes absolute, the court may under some without informing her husband, she left for the United States. On 22
foreign statutes and practices, still restrict remarriage. Under some other August 1950, she filed a verified complaint for divorce against the herein
jurisdictions, remarriage may be limited by statute; thus, the guilty party in plaintiff in the Second Judicial District Court of the State of Nevada in and
a divorce which was granted on the ground of adultery may be prohibited for the County of Washoe, on the ground of "extreme cruelty, entirely
from remarrying again. The court may allow a remarriage only after proof mental in character." On 21 October 1950, a decree of divorce, "final and
of good behavior. absolute", was issued in open court by the said tribunal.

This quotation bolsters our contention that the divorce obtained by On 13 September 1954, Vicenta married an American, Russell Leo Moran,
respondent may have been restricted. It did not absolutely establish his in Nevada. She now lives with him in California
legal capacity to remarry according to his national law. Hence, we find no
She acquired American citizenship on 8 August 1958. term, to further emphasize its restrictive policy on the matter, in contrast
to the preceding legislation that admitted absolute divorce on grounds of
Tenchavez had initiated the proceedings at bar by a complaint in the Court adultery of the wife or concubinage of the husband (Act 2710). Instead of
of First Instance against Vicenta F. Escaño, her parents, Mamerto and divorce, the present Civil Code only provides for legal separation (Title IV,
Mena Escaño and against the Roman Catholic Church, for having, through Book 1, Arts. 97 to 108), and, even in that case, it expressly prescribes that
its Diocesan Tribunal, decreed the annulment of the marriage, and asked "the marriage bonds shall not be severed"
for legal separation and one million pesos in damages.
From the preceding facts and considerations, there flows as a necessary
Vicenta claimed a valid divorce from plaintiff and an equally valid marriage consequence that in this jurisdiction Vicenta Escaño's divorce and second
to her present husband, Russell Leo Moran marriage are not entitled to recognition as valid; for her previous union to
plaintiff Tenchavez must be declared to be existent and undissolved. It
The appealed judgment did not decree a legal separation, but freed the
follows, likewise, that her refusal to perform her wifely duties, and her
plaintiff from supporting his wife and to acquire property to the exclusion
denial of consortium and her desertion of her husband constitute in law a
of his wife. wrong caused through her fault, for which the husband is entitled to the
corresponding indemnity (Civil Code, Art. 2176). Neither an
unsubstantiated charge of deceit nor an anonymous letter charging
Held: immorality against the husband constitute, contrary to her claim, adequate
excuse. Wherefore, her marriage and cohabitation with Russell Leo Moran
It is equally clear from the record that the valid marriage between Pastor is technically "intercourse with a person not her husband" from the
Tenchavez and Vicenta Escaño remained subsisting and undissolved under standpoint of Philippine Law, and entitles plaintiff-appellant Tenchavez to
Philippine law, notwithstanding the decree of absolute divorce that the a decree of "legal separation under our law, on the basis of adultery"
wife sought and obtained on 21 October 1950 from the Second Judicial
District Court of Washoe County, State of Nevada, on grounds of "extreme
cruelty, entirely mental in character." At the time the divorce decree was
issued, Vicenta Escaño, like her husband, was still a Filipino citizen. 4 She (1) That a foreign divorce between Filipino citizens, sought and decreed
was then subject to Philippine law, and Article 15 of the Civil Code of the after the effectivity of the present Civil Code (Rep. Act 386), is not entitled
Philippines (Rep. Act No. 386), already in force at the time, expressly to recognition as valid in this jurisdiction; and neither is the marriage
provided: contracted with another party by the divorced consort, subsequently to
the foreign decree of divorce, entitled to validity in the country;
Laws relating to family rights and duties or to the status, condition
and legal capacity of persons are binding upon the citizens of the (2) That the remarriage of divorced wife and her co-habitation with a
Philippines, even though living abroad. person other than the lawful husband entitle the latter to a decree of legal
separation conformably to Philippine law

The Civil Code of the Philippines, now in force, does not admit absolute
divorce, quo ad vinculo matrimonii; and in fact does not even use that
ALICE REYES VAN DORN, petitioner, community of property; that the Galleon Shop was not established through
vs. conjugal funds, and that respondent's claim is barred by prior judgment.
HON. MANUEL V. ROMILLO, JR., as Presiding Judge of Branch CX,
Regional Trial Court of the National Capital Region Pasay City and For his part, respondent avers that the Divorce Decree issued by the
RICHARD UPTON respondents. Nevada Court cannot prevail over the prohibitive laws of the Philippines
and its declared national policy; that the acts and declaration of a foreign
petitioner is a citizen of the Philippines while private respondent is a citizen Court cannot, especially if the same is contrary to public policy, divest
of the United States; that they were married in Hongkong in 1972; that, Philippine Courts of jurisdiction to entertain matters within its jurisdiction.
after the marriage, they established their residence in the Philippines
Owing to the nationality principle embodied in Article 15 of the Civil
the parties were divorced in Nevada, United States, in 1982; and that Code, 5 only Philippine nationals are covered by the policy against absolute
petitioner has re-married also in Nevada, this time to Theodore Van Dorn. divorces the same being considered contrary to our concept of public
police and morality. However, aliens may obtain divorces abroad, which
private respondent filed suit against petitioner stating that petitioner's may be recognized in the Philippines, provided they are valid according to
business in Ermita, Manila, (the Galleon Shop, for short), is conjugal their national law. 6 In this case, the divorce in Nevada released private
property of the parties, and asking that petitioner be ordered to render an respondent from the marriage from the standards of American law, under
accounting of that business, and that private respondent be declared with which divorce dissolves the marriage.
right to manage the conjugal property. Petitioner moved to dismiss the
case on the ground that the cause of action is barred by previous judgment Thus, pursuant to his national law, private respondent is no longer the
in the divorce proceedings before the Nevada Court wherein respondent husband of petitioner. He would have no standing to sue in the case below
had acknowledged that he and petitioner had "no community property" as petitioner's husband entitled to exercise control over conjugal assets. As
he is bound by the Decision of his own country's Court, which validly
Petitioner moved to dismiss the case on the ground that the cause of exercised jurisdiction over him, and whose decision he does not repudiate,
action is barred by previous judgment in the divorce proceedings before he is estopped by his own representation before said Court from asserting
the Nevada Court wherein respondent had acknowledged that he and his right over the alleged conjugal property.
petitioner had "no community property" as of June 11, 1982. The Court
below denied the Motion to Dismiss in the mentioned case on the ground
that the property involved is located in the Philippines so that the Divorce
Decree has no bearing in the case. The denial is now the subject of this PUMA SPORTSCHUHFABRIKEN RUDOLF DASSLER, K.G., petitioner
certiorari proceeding vs.
THE INTERMEDIATE APPELLATE COURT and MIL-ORO MANUFACTURING
CORPORATION, respondents.

Petitioner contends that respondent is estopped from laying claim on the petitioner, a foreign corporation duly organized and existing under the
alleged conjugal property because of the representation he made in the laws of the Federal Republic of Germany and the manufacturer and
divorce proceedings before the American Court that they had no producer of "PUMA PRODUCTS," filed a complaint for infringement of
patent or trademark with a prayer for the issuance of a writ of preliminary
injunction against the private respondent before the Regional Trial Court of Petitioner actually zeroes on the second requisite provided by Section 21-A
Makati. of the Trademark Law which is the private respondent's failure to allege
reciprocity in the complaint.
the trial court issued a temporary restraining order, restraining the private
respondent and the Director of Patents from using the trademark "PUMA' ISSUE: In this petition for review, the petitioner contends that the Court of
or any reproduction, counterfeit copy or colorable imitation thereof, and appeals erred in holding that: (1) it had no legal capacity to sue; (2) the
to withdraw from the market all products bearing the same trademark. doctrine of lis pendens is applicable as a ground for dismissing the case and
(3) the writ of injunction was improperly issued
On August 9, 1985, the private respondent filed a motion to dismiss on the
grounds that the petitioners' complaint states no cause of action, Held: petitioner had the legal capacity to file the action
petitioner has no legal personality to sue, and litis pendentia.
Petitioner maintains that it has substantially complied with the
On August 19, 1985, the trial court denied the motion to dismiss and at the requirements of Section 21-A of Republic Act R.A. No. 166, as amended.
same time granted the petitioner's application for a writ of injunction. The According to the petitioner, its complaint specifically alleged that it is not
private respondents appealed to the Court of Appeals. doing business in the Philippines and is suing under the said Repulbic Act;
that Section 21-A thereof provides that "the country of which the said
On June 23, 1986, the Court of Appeals reversed the order of the trial court corporation or juristic person is a citizen, or in which it is domiciled, by
and ordered the respondent judge to dismiss the civil case filed by the treaty, convention or law, grants a similar privilege to corporate or juristic
petitioner.With regard to the petitioner's legal capacity to sue, the Court of persons of the Philippines" but does not mandatorily require that such
Appeals likewise held that it had no such capacity because it failed to reciprocity between the Federal Republic of Germany and the Philippines
allege reciprocity in its complaint be pleaded; that such reciprocity arrangement is embodied in and supplied
by the Union Convention for the Protection of Industrial Property Paris
As to private respondent's having no legal personality to sue, the record Convention) to which both the Philippines and Federal Republic of
discloses that private respondent was suing under Sec. 21-A of Republic Germany are signatories and that since the Paris 'Convention is a treaty
Act No. 166, as amended (p. 50, Annex "A", Petition). This is the exception which, pursuant to our Constitution, forms part of the law of the land, our
to the general rule that a foreign corporation doing business in the courts are bound to take judicial notice of such treaty, and, consequently,
Philippines must secure a license to do business before said foreign this fact need not be averred in the complaint.
corporation could maintain a court or administrative suit (Sec. 133,
Corporation Code, in relation to Sec. 21-A, RA 638, as amended). However, But even assuming the truth of the private respondents allegation that the
there are some conditions which must be met before that exception could petitioner failed to allege material facto in its petition relative to capacity
be made to apply, namely: (a) the trademark of the suing corporation must to sue, the petitioner may still maintain the present suit against
be registered in the Philippines, or that it be the assignee thereof: and (b) respondent Hernandes. As early as 1927, this Court was, and it still is, of
that there exists a reciprocal treatment to Philippine Corporations either the view that a foreign corporation not doing business in the Philippines
by law or convention by the country of origin of the foreign corporation needs no license to sue before Philippine courts for infringement of
(Sec. 21-A Trademark Law). Petitioner recognizes that private respondent trademark and unfair competition. Thus, in Western Equipment and Supply
is the holder of several certificates of registration, otherwise, the former Co. v. Reyes (51 Phil. 11 5), this Court held that a foreign corporation which
would not have instituted cancellation proceedings in the Patent's Office. has never done any business in the Philippines and which is unlicensed and
unregistered to do business here, but is widely and favorably known in the Thereafter, Hemandas& Co. assigned to respondent GobindramHemandas
Philippines through the use therein of its products bearing its corporate all rights, title, and interest in the trademark "CHEMISE LACOSTE &
and tradename, has a legal right to maintain an action in the Philippines to DEVICE".
restrain the residents and inhabitants thereof from organizing a
corporation therein bearing the same name as the foreign corporation, On November 21, 1980, the petitioner filed its application for registration
when it appears that they have personal knowledge of the existence of of the trademark "Crocodile Device" (Application Serial No. 43242) and
such a foreign corporation, and it is apparent that the purpose of the "Lacoste" (Application Serial No. 43241).The former was approved for
proposed domestic corporation is to deal and trade in the same goods as publication while the latter was opposed by Games and Garments in Inter
those of the foreign corporation. Partes Case No. 1658. In 1982, the petitioner filed a Petition for the
Cancellation of Reg. No. SR-2225 docketed as Inter Partes Case No. 1689.
Both cases have now been considered by this Court in Hemandas v. Hon.
Roberto Ongpin (G.R. No. 65659).
LA CHEMISE LACOSTE, S. A., petitioner,
vs. On March 21, 1983, the petitioner filed with the National Bureau of
HON. OSCAR C. FERNANDEZ, Presiding Judge of Branch XLIX, Regional Investigation (NBI) a letter-complaint alleging therein the acts of unfair
Trial Court, National Capital Judicial Region, Manila and GOBINDRAM competition being committed by Hemandas and requesting their
HEMANDAS, respondents. assistance in his apprehension and prosecution. The NBI conducted an
investigation and subsequently filed with the respondent court two
applications for the issuance of search warrants which would authorize the
search of the premises used and occupied by the Lacoste Sports Center
he petitioner is a foreign corporation, organized and existing under the and Games and Garments both owned and operated by Hemandas
laws of France and not doing business in the Philippines, It is undeniable
from the records that it is the actual owner of the abovementioned ISSUE: whether or not petitioneshes legal capacity to sue
trademarks used on clothings and other goods specifically sporting
apparels sold in many parts of the world and which have been marketed in Sec. 21 — A. Any foreign corporation or juristic person to which a mark or
the Philippines since 1964, The main basis of the private respondent's case tradename has been registered or assigned under this Act may bring an
is its claim of alleged prior registration. action hereunder for infringement, for unfair competition, or false
designation of origin and false description, whether or not it has been
In 1975, Hemandas& Co., a duly licensed domestic firm applied for and was licensed to do business in the Philippines under Act numbered Fourteen
issued Reg. No. SR-2225 (SR stands for Supplemental Register) for the Hundred and Fifty-Nine, as amended, otherwise known as the Corporation
trademark "CHEMISE LACOSTE & CROCODILE DEVICE" by the Philippine Law, at the time it brings the complaint; Provided, That the country of
Patent Office for use on T-shirts, sportswear and other garment products which the said foreign corporation or juristic person is a citizen, or in which
of the company. Two years later, it applied for the registration of the same it is domiciled, by treaty, convention or law, grants a similar privilege to
trademark under the Principal Register. corporate or juristic persons of the Philippines.

In the present case, however, the petitioner is a foreign corporation not

doing business in the Philippines. The marketing of its products in the
Philippines is done through an exclusive distributor, Rustan Commercial to sue, the petitioner may still maintain the present suit against
Corporation The latter is an independent entity which buys and then respondent Hemandas. As early as 1927, this Court was, and it still is, of
markets not only products of the petitioner but also many other products the view that a foreign corporation not doing business in the Philippines
bearing equally well-known and established trademarks and tradenames. needs no license to sue before Philippine courts for infringement of
in other words, Rustan is not a mere agent or conduit of the petitioner. trademark and unfair competition.

The rules and regulations promulgated by the Board of Investments

pursuant to its rule-making power under Presidential Decree No. 1789,
otherwise known as the Omnibus Investment Code, support a finding that In upholding the right of the petitioner to maintain the present suit before
the petitioner is not doing business in the Philippines. Rule I, Sec. 1 (g) of our courts for unfair competition or infringement of trademarks of a
said rules and regulations defines "doing business" as one" which foreign corporation, we are moreover recognizing our duties and the rights
includes, inter alia: of foreign states under the Paris Convention for the Protection of Industrial
Property to which the Philippines and France are parties. We are simply
(1) ... A foreign firm which does business through middlemen acting on interpreting and enforcing a solemn international commitment of the
their own names, such as indentors, commercial brokers or commission Philippines embodied in a multilateral treaty to which we are a party and
merchants, shall not be deemed doing business in the Philippines. But such which we entered into because it is in our national interest to do so.
indentors, commercial brokers or commission merchants shall be the ones
deemed to be doing business in the Philippines. By the same token, the petitioner should be given the same treatment in
the Philippines as we make available to our own citizens. We are obligated
(2) Appointing a representative or distributor who is domiciled in the to assure to nationals of "countries of the Union" an effective protection
Philippines, unless said representative or distributor has an independent against unfair competition in the same way that they are obligated to
status, i.e., it transacts business in its name and for its account, and not in similarly protect Filipino citizens and firms.
the name or for the account of a principal Thus, where a foreign firm is
represented by a person or local company which does not act in its name
but in the name of the foreign firm the latter is doing business in the
Philippines. THE MENTHOLATUM CO., INC., ET AL., petitioners,
vs.
xxxxxxxxx ANACLETO MANGALIMAN, ET AL., respondents.

Applying the above provisions to the facts of this case, we find and
conclude that the petitioner is not doing business in the Philippines. Rustan
is actually a middleman acting and transacting business in its own name theMentholatum Co., Inc., and the Philippine-American Drug Co., Inc.
and or its own account and not in the name or for the account of the instituted an action in the Court of First Instance of Manila, civil case No.
petitioner. 48855, against AnacletoMangaliman, Florencio Mangaliman and the
Director of the Bureau of Commerce for infringement of trade mark and
But even assuming the truth of the private respondent's allegation that the unfair competition. Plaintiffs prayed for the issuance of an order
petitioner failed to allege material facts in its petition relative to capacity restraining Anacleto and Florencio Mangaliman from selling their product
"Mentholiman," and directing them to render an accounting of their sales No general rule or governing principle can be laid down as to what
and profits and to pay damages. constitutes "doing" or "engaging in" or "transacting" business. Indeed,
each case must be judged in the light of its peculiar environmental
The complaint stated, among other particulars, that the Mentholatum Co., circumstances. The true test, however, seems to be whether the foreign
Inc., is a Kansas corporation which manufactures Mentholatum," a corporation is continuing the body or substance of the business or
medicament and salve adapted for the treatment of colds, nasal irritations, enterprise for which it was organized or whether it has substantially retired
chapped skin, insect bites, rectal irritation and other external ailments of from it and turned it over to another. (Traction Cos. v. Collectors of Int.
the body; that the Philippine-American Drug co., Inc., is its exclusive Revenue [C. C. A. Ohio], 223 F. 984, 987.) The term implies a continuity of
distributing agent in the Philippines authorized by it to look after and commercial dealings and arrangements, and contemplates, to that extent,
protect its interests; that on June 26, 1919 and on January 21, 1921, the the performance of acts or works or the exercise of some of the functions
Mentholatum Co., Inc., registered with the Bureau of Commerce and normally incident to, and in progressive prosecution of, the purpose and
Industry the word, "Mentholatum," as trade mark for its products; that the object of its organization.
Mangaliman brothers prepared a medicament and salve named
"Mentholiman" which they sold to the public packed in a container of the
same size, color and shape as "Mentholatum"; and that, as a consequence
of these acts of the defendants, plaintiffs suffered damages from the It follows that whatever transactions the Philippine-American Drug Co.,
dimunition of their sales and the loss of goodwill and reputation of their Inc., had executed in view of the law, the Mentholatum Co., Inc., did it
product in the market. itself. And, the Mentholatum Co., Inc., being a foreign corporation doing
business in the Philippines without the license required by section 68 of
In the Court of Appeals, where the cause was docketed as CA-G. R. No. the Corporation Law, it may not prosecute this action for violation of trade
46067, the decision of the trial court was, on June 29, 1940, reversed, said mark and unfair competition. Neither may the Philippine-American Drug
tribunal holding that the activities of the Mentholatum Co., Inc., were Co., Inc., maintain the action here for the reason that the distinguishing
business transactions in the Philippines, and that, by section 69 of the features of the agent being his representative character and derivative
Corporation Law, it may not maintain the present suit. authority

(1) whether or not the petitioners could prosecute the instant action
without having secured the license required in section 69 of the
Corporation Law; and (2) whether or not the Philippine-American Drug Co.,
Inc., could by itself maintain this proceeding.

In the present case, no dispute exists as to facts: (1) that the plaintiff, the
Mentholatum Co., Inc., is a foreign corporation; (2) that it is not licensed to
do business in the Philippines. The controversy, in reality, hinges on the
question of whether the said corporation is or is not transacting business in
the Philippines.